SRV Group Plc commences directed share issue to holders of its capital notes

SRV GROUP PLC                        INSIDE INFORMATION            31 MAY 2022 AT 13.20 EEST

SRV Group Plc commences directed share issue to holders of its capital notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SRV Group Plc (“SRV”) announced on 28 April 2022 that it is planning a directed share issue as a part of its programme with the aim of achieving a full reorganisation of the company’s financing.

Based on an authorisation given by the Extraordinary General Meeting on 30 May 2022, SRV’s Board of Directors passed today, on 31 May 2022, a resolution on a directed share issue where SRV offers, in deviation from the pre-emptive right of shareholders, up to 69,120,000 new shares (“Offer Shares”) to the holders of SRV’s Capital Notes (as defined below) (the “Offering”).

The purpose of the Offering is to improve SRV’s balance sheet, liquidity and financial position.

The Offering in brief:

  • In the Offering, SRV offers, in deviation from the pre-emptive right of shareholders, up to 69,120,000 Offer Shares to the holders of the hybrid notes issued by SRV on 22 March 2016 (ISIN code FI4000198114) and holders of the hybrid notes issued by SRV on 23 May 2019 (ISIN code FI4000384185) (together, the “Capital Notes”) representing approximately 21 per cent of all the shares in SRV after the completion of the Offering (assuming all of the holders of the Capital Notes subscribe for their full allocation) and approximately 10 per cent of all shares in the company after the completion of the Offering and the rights issue announced by the company on 31 May 2022, assuming that both issues will be fully subscribed.
  • The Offering consists of a directed share issue of Offer Shares to private individuals and entities in Finland and in the European Economic Area and in certain other jurisdictions outside of the United States.
  • The subscription price per each Offer Share is EUR 0.10.
  • The subscription period for the Offering will commence on 7 June 2022 at 9.30 am (Finnish time) and end on 21 June 2022 at 4.00 pm (Finnish time) (estimated).
  • The subscription price shall be paid by way of setting off the Capital Notes. The amount to be used for the payment is maximum of 45 per cent of the nominal value of the Capital Notes. The remaining 55 per cent of the nominal value of the Capital Notes and any unpaid interest accrued as of the moment of hybrid-to-equity conversion will be written down entirely as part of the arrangement. If a holder of a Capital Note does not use the 45 per cent of the nominal value of their Capital Notes to subscribe for all, part or any of the Offer Shares allocated to them, the entire remaining nominal value of such Capital Note will be written down at the same time as the remaining 55 per cent of the nominal value of the Capital Notes used for subscription and any unpaid interest will be written down in accordance with the amended and approved terms and conditions of the written procedures ended 23 May 2022 concerning the Capital Notes.
  • SRV is seeking an Offering of approximately EUR 6.9 million, assuming that all of the holders of the Capital Notes subscribe for their full allocation. SRV will not receive any cash proceeds from the Offering as the subscription price shall be paid by way of setting off 45 per cent of the nominal value of the Capital Notes.
  • The terms and conditions of the Offering are attached to this release.

Reasons for the Offering

The Offering is part of SRV’s programme with the aim of achieving a full reorganisation of the company’s financing announced on 28 April 2022, and the purpose of the Offering is to improve SRV’s balance sheet, liquidity and financial position. In addition to the Offering, SRV has resolved on a simultaneous rights issue of up to EUR 34.8 million during the second quarter of 2022 to further strengthen its balance sheet as announced on 31 May 2022.

Important dates

7 June 2022       The subscription period for the Offering will commence

21 June 2022     The subscription period for the Offering will end (estimated).

27 June 2022     The final results of the Offering will be announced (estimated).

29 June 2022     The Offer Shares offered in the Offering will be registered in the book-entry accounts of the holders of the Capital Notes (estimated).

30 June 2022     Trading in the Offer Shares will commence on the official list of Nasdaq Helsinki Ltd (estimated).

Borenius Attorneys Ltd acts as legal counsel to SRV. Pareto Securities AB has acted as the financial advisor to SRV in the written procedures regarding the Capital Notes.

For further information, please contact:

Saku Sipola, President & CEO, tel. +358 (0)40 551 5953, saku.sipola@srv.fi

Jarkko Rantala, CFO, tel. +358 (0)40 674 1949, jarkko.rantala@srv.fi

Carl-Johan Hugner, Head of Real Estate IB, Pareto Securities AB, tel. +46 70 772 5826, cjh@paretosec.com  

Distribution:

Nasdaq Helsinki

Media

www.srv.fi

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SRV in brief

SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes into consideration the wellbeing of both the environment and people. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.

Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in Finland. In 2021, our revenue totalled EUR 932.6 million. In addition to about 1,000 SRV employees, we have a network of around 3,600 partners.

SRV – Building for life

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. SRV does not intend to register or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), which forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.”

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

The amended terms and conditions of the Capital Notes are included in full in the notices of the written procedures regarding the Capital Notes that SRV has drafted in connection with the written procedures. The notices of the written procedures are available at SRV’s web site at www.srv.fi/en/investors/srv-as-an-investment/directed-share-issue/.

Investors are advised to familiarise themselves with the notices of written procedures and the information presented therein.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. SRV or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of SRV, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Pareto acts exclusively for SRV and no one else. Pareto does not regard any other person as a respective client in relation to the arrangement. Pareto will not be responsible to anyone other than SRV for providing the protections afforded to its respective clients nor for giving advice in relation to the arrangement or any transaction or arrangement referred to herein.

This release includes forward-looking statements. These statements may not be based on historical facts but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to SRV and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of SRV to differ materially from those expressed or implied in the forward-looking statements. SRV or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

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